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EXHIBIT 4.15
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, dated as of ___________, 1997 ("Agreement"), between
CyberGuard Corporation, a Florida corporation (the "Company"), and __________
(the "Employee").
WITNESSETH:
WHEREAS, the Company has granted to the Employee pursuant to the
CyberGuard Corporation Stock Incentive Plan, as amended (the "Plan"), shares of
the common stock (par value $.01) of the Company ("Common Stock"), subject to
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound, the parties hereto agree as follows:
1. RESTRICTED SHARES
1.1 GRANT OF RESTRICTED SHARES AND CASH BONUS.
(a) The Company hereby grants to the Employee ______shares of Common
Stock (the "Restricted Shares"), subject to the restrictions set forth in
Paragraph 1.2 of this Agreement. As the restrictions set forth in Paragraph
1.2 hereof lapse in accordance with the terms of this Agreement as to all or a
portion of the Restricted Shares, such shares shall no longer be considered
Restricted Shares for purposes of this Agreement.
(b) The Company hereby directs that a stock certificate or certificates
representing the Restricted Shares shall be registered in the name of and
issued to the Employee. Such stock certificate or certificates shall be
subject to such stop-transfer orders and other restrictions as the
Compensation/Stock Option Committee of the Board of Directors of the Company
(the "Committee") may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission and any applicable
federal or state securities law, and the Committee may cause a legend or
legends to be placed on such certificate or certificates to make appropriate
reference to such restrictions. In addition, each such certificate shall bear
the following legend:
The transferability of this certificate and the
shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of
the CyberGuard Corporation Stock Incentive Plan and
an Agreement entered into between the registered
owner and CyberGuard Corporation. Copies of such
Plan and Agreement are on file in the offices of
CyberGuard Corporation, 0000 Xxxx Xxxxxxx Xxxxx
Xxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000.
Upon expiration of the applicable Restricted Period (as hereinafter
defined), the Company shall deliver or cause to be delivered to the Employee a
certificate or certificates for the Restricted Shares which shall not bear the
foregoing legend.
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1.2 RESTRICTIONS.
(a) The Employee shall have all rights and privileges of a stockholder
as to the Restricted Shares, including the right to vote and receive dividends
or other distributions with respect to the Restricted Shares, except that,
subject to the provisions of Paragraph 1.3(b) hereof, the following
restrictions shall apply:
(i) none of the Restricted Shares may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the
Restricted Period (as hereinafter defined), except as otherwise provided
in Paragraph 1.3(c) hereof or pursuant to rules adopted by the Committee
in accordance with the Plan; and
(ii) all of the Restricted Shares may be forfeited in accordance
with Paragraph 1.4.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to
the restrictions set forth in this Agreement shall be ineffective.
1.3 RESTRICTED PERIOD.
(a) The restrictions set forth in Paragraph 1.2 shall apply
with respect to one-third (1/3) of the Restricted Shares, until the _____ day
after the date of this Agreement, (B) with respect to an additional one-third
(1/3) of the Restricted Shares, for a cumulative total of two-thirds (2/3) of
the Restricted Shares, until the _______ day after the date of this Agreement,
(C) with respect to the balance of the Restricted Shares, until the ______ day
after the date of this Agreement.
(b) Notwithstanding Paragraph 1.2, in the event of the
Employee's retirement, permanent total disability or death, or in cases of
special circumstances, the Committee may, in its sole discretion, when it finds
that a waiver would be in the best interests of the Company, waive in whole or
in part any or all remaining restrictions with respect to the Restricted
Shares.
(c) Nothing in this Agreement shall preclude the Employee
from exchanging any Restricted Shares for any other shares of Common Stock
that are similarly restricted.
1.4 FORFEITURE. If the Employee's employment with the Company shall
terminate for any reason during the Restricted Period, all rights of the
Employee to the then remaining Restricted Shares shall terminate and be
forfeited (except as otherwise determined by the Committee pursuant to
Paragraph 1.3(b)).
1.5 WITHHOLDING. The Company may withhold from any cash payments due
from the Company to the Employee all taxes, including social security taxes,
which the Company is required or otherwise authorized to withhold with respect
to the Restricted Shares granted hereunder.
1.6 INVESTMENT REPRESENTATION. The Employee hereby represents,
warrants and covenants that (i) the Employee is acquiring the Restricted Shares
for his own account and not with a view to the distribution thereof, and (ii)
the Restricted Shares acquired by the Employee under this Agreement will not be
sold except pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or pursuant to an exemption from
registration under said Act.
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2. ADJUSTMENTS TO NUMBER OF SHARES
In the event there is any change in the Common Stock through the
declaration of stock dividends or rights dividends, or through recapitalization
resulting in stock split-ups, or combinations or exchanges of shares, or
otherwise (including any change which would result n a substantial dilution or
enlargement of the rights or economic benefit inuring to the Employee from the
Restricted Shares), the Restricted Shares then subject to the restrictions
imposed hereunder shall be appropriately adjusted as determined by the
Committee, in its sole discretion.
3. NOTICES
All notices or communications hereunder shall be in writing, addressed as
follows:
To the Company:
CyberGuard Corporation
0000 Xxxx Xxxxxxx Xxxxx Xxxx,
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Secretary
To the Employee:
to the last known address of the Employee as appearing in the
Employee's personnel records as maintained by the Company.
Any such notice or communication shall be sent certified or registered
mail, return receipt requested, postage prepaid, addressed as above (or to such
other address as such party may designate in writing from time to time), and
the actual date of receipt, as shown by the receipt therefor, shall determine
the time at which notice was given.
4. ASSIGNMENT; AGREEMENT
This Agreement shall be binding upon and inure to the benefit of the heirs
and representatives of the Employee and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Employee.
5. ENTIRE AGREEMENT; AMENDMENT; TERMINATION
This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof. The Agreement may be amended at any time
by written agreement of the parties hereto. This Agreement may also be
amended, or may be terminated in its entirety, under the circumstances
described in the Plan.
6. GOVERNING LAW
This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of Florida.
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7. SEVERABILITY
If, for any reason, any provision of this Agreement is held invalid, such
invalidity shall not affect any other provision of this Agreement not held so
invalid, and each such other provision shall to the full extent consistent with
law continue in full force and effect. If any provision of this Agreement
shall be held invalid in part, such invalidity shall in no way affect the rest
of such provision not held so invalid, and the rest of such provision, together
with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.
8. NO RIGHT TO CONTINUED EMPLOYMENT; EFFECT ON OTHER PLANS
This Agreement shall not, of itself, confer upon the Employee any right
with respect to continuance of employment by the Company, nor shall it
interfere in any way with the right of the Company to terminate Employee's
employment at any time. Income realized by the Employee pursuant to this
Agreement shall not be included in the Employee's earnings for the purpose of
any benefit plan of the Company in which the Employee may be enrolled or for
which the Employee may become eligible unless otherwise specifically provided
for in such plan.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Employee has hereunto set his hand, as of the day and year
first above written.
CYBERGUARD CORPORATION
By:
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EMPLOYEE
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